10. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insiders biographical information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insiders background. Each Insiders questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.
11. Except as disclosed in the Prospectus, neither the Sponsor nor any officer, director, advisor or any affiliate of the Sponsor, officer, director or advisor of the Company, shall receive from the Company any finders fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Companys Business Combination (regardless of the type of transaction that it is).
12. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer or advisor and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer or advisor and/or director of the Company.
13. As used herein, (i) Business Combination shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) Capital Stock shall mean, collectively, the Class A Common Stock and the 8,625,000 shares of the Companys Class B common stock, par value $0.00001 per share (the Class B Common Stock) purchased by the Sponsor in a private placement, up to 1,125,000 shares of which are subject to forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters; (iii) Private Placement Shares shall mean the 900,000 shares (or up to 1,035,000 shares if the over-allotment option is exercised in full) of Class A Common Stock comprising the Private Placement Units; (iv) Private Placement Units shall mean the 900,000 units (or up to 1,035,000 units if the over-allotment option is exercised in full), each comprised of one share of Class A Common Stock and one-fifth of one warrant to purchase one share of Class A Common Stock, that the Sponsor has agreed to purchase for an aggregate purchase price of $9,000,000 in the aggregate (or up to $10,350,000 if the over-allotment option is exercised in full), or a purchase price of $10.00 per Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) Private Placement Warrants shall mean the Warrants to purchase up to 180,000 shares of Class A Common Stock (or up to 207,000 shares of Class A Common Stock if the over-allotment option is exercised in full) that are part of the Private Placement Units; (vi) Public Stockholders shall mean the holders of securities issued in the Public Offering; (vii) Trust Account shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) Transfer shall mean the offer, sale, contract to sell, pledge, or other disposition of (or entry into any transaction that is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or indirectly, or the establishment or increase of a put equivalent position or liquidation or decrease of a call equivalent position within the meaning of Section 16, and the rules and regulations of the Commission promulgated thereunder, with respect to, any security, or the public announcement of an intention to effect any such transaction.